UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM10-Q

(Mark One)

For the quarterly period ended March 31,September 30, 2018

OR

For the transition period from                    to                    

Commission file number000-01227

Chicago Rivet & Machine Co.

(Exact Name of Registrant as Specified in Its Charter)

(630)357-8500

Registrant’s Telephone Number, Including Area Code

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of RegulationS-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer,”filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of May 1,November 2, 2018, there were 966,132 shares of the registrant’s common stock outstanding.

CHICAGO RIVET & MACHINE CO.

INDEX

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

March 31,September 30, 2018 and December 31, 2017

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

March 31,September 30, 2018 and December 31, 2017

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Income

For the Three and Nine Months Ended March 31,September 30, 2018 and 2017

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Retained Earnings

For the ThreeNine Months Ended March 31,September 30, 2018 and 2017

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Cash Flows

For the ThreeNine Months Ended March 31,September 30, 2018 and 2017

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. In the opinion of the Company, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31,September 30, 2018 (unaudited) and December 31, 2017 (audited) and the results of operations and changes in cash flows for the indicated periods. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these unaudited financial statements in accordance with applicable rules. Please refer to the financial statements and notes thereto included in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three monthand nine-month period ended March 31,ending September 30, 2018 are not necessarily indicative of the results to be expected for the year.

In May 2014,February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2014-09,2016-02, “Revenue from Contracts with Customers“Leases (Topic 606),842).” which is a comprehensive new revenue recognition model that requires a companyThe ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU will require lessees to recognize revenuein the balance sheet a liability to depictmake lease payments (the lease liability) and aright-of-use asset representing its right to use the transfer of goods or services to a customer at an amount that reflectsunderlying asset for the consideration it expects to receive in exchange for those goods or services.lease term. The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. In May 2016, the FASB issued ASU2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU2016-12”), which updated ASU2014-09. ASU2016-12 clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. ASU2014-09 and ASU2016-12 are effective for annual reporting periods beginning after December 15, 20172018 and interim periods within those reporting periods, and areannual periods. The impact of adopting this ASU is not expected to be applied using either the modified retrospective or full retrospective transition methods. Effective January 1, 2018, the Company adopted the standard using the modified retrospective method. The adoption of this standard did not impact the timing of revenue recognition for our customer sales. The adoption did not result in the recognition of a cumulative adjustment to beginning retained earnings, nor did it have a material impactsignificant based on the condensed consolidated financial statements. For the Company, the most significant impact of the new standard is the addition of required disclosures within the notes to the financial statements.current lease agreements.

2. The Company extends credit on the basis of terms that are customary within our markets to various companies doing business primarily in the automotive industry. The Company has a concentration of credit risk primarily within the automotive industry and in the Midwestern United States.

3. The Company is, from time to time, involved in litigation, including environmental claims and contract disputes, in the normal course of business. While it is not possible at this time to establish the ultimate amount of liability with respect to contingent liabilities, including those related to legal proceedings, management is of the opinion that the aggregate amount of any such liabilities, for which provision has not been made, will not have a material adverse effect on the Company’s financial position.

4. Revenue—On January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” using the modified retrospective method. The adoption of Topic 606 did not result in the recognition of a cumulative adjustment to beginning retained earnings, nor did it have a material effectimpact on the Company’scondensed consolidated financial position or resultsstatements. For the Company, the most significant impact of operations.the new standard is the addition of required disclosures within the notes to the financial statements.

The Company operates in the fastener industry and is in the business of manufacturing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines. Revenue is recognized when control of the promised goods or services is transferred to our customers, generally upon shipment of goods or completion of services, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. Sales taxes we may collect concurrent with revenue producing activities are excluded from revenue. Revenue is recognized net of certain sales adjustments to arrive at net sales as reported on the statement of income. These adjustments primarily relate to customer returns and allowances. The Company records a liability and reduction in sales for estimated product returns based upon historical experience. If it is determinedwe determine that anour obligation under warranty claims is probable and subject to reasonable determination, an estimate of that liability is recorded as an offset against revenue at that time. As of March 31,September 30, 2018 and December 31, 2017 reserves for warranty claims were not material. Cash received by the Company prior to shipment is recorded as unearned revenue.

Shipping and handling fees billed to customers are recognized in net sales, and related costs as cost of sales, when incurred.

Sales commissions are expensed when incurred because the amortization period is less than one year. These costs are recorded within selling and administrative expenses in the statement of income.

The following table presents revenue by segment, further disaggregated byend-market:

5. The Company’s effective tax rates were approximately20.9% and 32.9% for the third quarter of 2018 and 2017, respectively, and 22.4% and 33.7%32.6% for the first quarter ofnine months ended September 30, 2018 and 2017, respectively. The lower rate in 2018 is due to the enactment of the Tax Cuts and Jobs Act in December 2017 that reduced the maximum federal corporate tax rate from 35% to 21% beginning in 2018. The effective rate was lower than the U.S. federal statutory rate in 2017 primarily due to the Domestic Production Activities Deduction allowed under Internal Revenue Code Section 199.

The Company’s federal income tax returns for the 2014 through2015, 2016 and 2017 tax years are subject to examination by the Internal Revenue Service (“IRS”). While it may be possible that a reduction could occur with respect to the Company’s unrecognized tax benefits as an outcome of an IRS examination, management does not anticipate any adjustments that would result in a material change to the results of operations or financial condition of the Company. No statutes have been extended on any of the Company’s federal income tax filings. The statute of limitations on the Company’s 2014 through2015, 2016 and 2017 federal income tax returns will expire on September 15, 2018 through2019, 2020 and 2021, respectively.

The Company’s state income tax returns for the 20142015 through 2017 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2021. The Company is currently not currently under examination by any state authority for income tax purposes and no statutes for state income tax filings have been extended.

6. Inventories are stated at the lower of cost or net realizable value, cost being determined by thefirst-in,first-out method. A summary of inventories is as follows:

CHICAGO RIVET & MACHINE CO.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Segment Information—The Company operates in two business segments as determined by its products. The fastener segment includes rivets, cold-formed fasteners and parts, rivets and screw machine products. The assembly equipment segment includes automatic rivet setting machines and parts and tools for such machines. Information by segment is as follows:

CHICAGO RIVET & MACHINE CO.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CHICAGO RIVET & MACHINE CO.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Revenues forNet sales in the firstthird quarter of 2018 were $10,011,641$8,856,049 this year compared to $9,483,327$8,386,756 in the firstthird quarter of 2017, an increase of $528,314,$469,293, or 5.6%. TheAs of September 30, 2018, year to date sales totaled $28,660,474 compared to $27,305,591, for the first three quarters of 2017, an increase was the result of improved sales in both of our operating segments.$1,354,883, or 5.0%. Net income for the third quarter of 2018 was $707,788,$287,749, or $0.73$0.30 per share, compared with $335,835, or $0.35 per share, in the first quarter of this year compared to $510,922, or $0.53 per share, in the firstthird quarter of 2017. In addition to a regular quarterly dividendNet income for the first three quarters of $0.212018 was $1,698,629, or $1.76 per share, an extra dividend of $0.30compared with $1,309,112, or $1.36 per share, was paid in the first quarter of 2018 based on the strong operating results achievedreported in 2017.

Fastener segment revenues were $8,925,099$7,936,798 in the firstthird quarter of 2018 compared to $7,486,193 in the year earlier quarter, an increase of $188,911,$450,605, or 2.2%, from $8,736,188 reported in6.0%. For the first quarterthree quarters of 2017.2018, fastener segment revenues were $25,896,172 compared to $24,319,725 in 2017, an increase of $1,576,447, or 6.5%. The automotive sector is the primary market for our fastener segment products. U.S.products and while North American light-vehicle production has declined in 2018 compared to the first nine months of 2017, our sales rose approximately 2%to automotive customers increased 2.1% during the firstthird quarter of 2018 after experiencing the first fulland 0.6% on a year decline in seven years in 2017. The improvement in automotive sales and the addition ofto date basis. Additionally, we have added a number ofnon-automotive customers in the second half of 2017past year which has contributed to the revenuean increase in such sales of 14.8% and 20.4% in the third quarter and the first quarter. Overall, production costsnine months of 2018, respectively, compared to 2017. For the third quarter, the fastener segment gross margin was $1,336,359 compared to $1,457,421 in the firstyear earlier quarter, a decline of $121,062. Steel is our primary raw material and while we had incurred higher steel prices early in the current year, such increases were higher thanmore pronounced during the third quarter compared to a year earlier, as higher material costs exceeded savings related to tooling expense of $123,000 and certain other items. As a result,were primarily responsible for the net decline in gross margins during the quarter despite the increase in revenue, fastener segmentsales. Further impacting third quarter margins was an increase in tooling expense of $202,000 compared to the third quarter of 2017. For the first nine months of the year, the gross margin was $5,360,071 compared to $5,044,905 in the same period of 2017, an increase of $315,166. In addition to higher raw material prices, we have also incurred higher than expected wages in the current year due to the tight labor market. These factors combined to limit the improvement in gross margins declined from $2,032,814 in the first quarter of 2017reported on a year to $1,976,640 in the first quarter of 2018.date basis.

Assembly equipment segment revenues were $1,086,542$919,251 in the firstthird quarter of 2018, an increase of $18,688, or 2.1%, compared to $747,139 in the firstthird quarter of 2017 an increase of $339,403, or 45.4%.when revenues were $900,563. The increase in revenuethird quarter sales was primarily due to an increase in the shipmentnumber of machines sold. The increase in sales for the quarter left segment gross margin relatively unchanged compared to last year’s third quarter at $297,725. For the first nine months of 2018, assembly equipment segment sales were $2,764,302 compared to $2,985,866 for the first nine months of 2017, a decline of $221,564, or 7.4%. Although we have shipped a greater number of machines through the first three quarters of 2018 than a year earlier, there have been fewer high-dollar machine ordermachines shipped in the current year quarter. The higher revenue contributedyear. Due to a $142,668 increasethe decline in machine sales, assembly equipment segment gross margin for the first nine months of 2018 declined to $905,152 from $223,697 in 2017 to $366,365 in 2018. Material costs increased during$1,035,700 for the current year quarter, but were offset by an overall reduction in overhead expenses.same period of 2017.

Selling and administrative expenses duringfor the firstthird quarter of 2018 were $1,464,718$1,308,884 compared to $1,506,272 recorded in the firstyear earlier quarter total of 2017, a decline$1,278,646, an increase of $41,554,$30,238, or 2.8%2.4%. The declineincrease during the quarter was primarily due to $77,000 in expenseshigher commissions related to anthe increase in sales. Selling and administrative expenses for the first three quarters of 2018 were $4,185,571 compared to $4,205,493 for the same period of 2017, a reduction of $19,922, or 0.5%. Expenditures for the first three quarters of 2018 were lower than the prior year primarily due to the ERP system upgradeconversion that was completed at one of our locations incurredlast year. This accounted for $167,000 of additional expenses over the first three quarters of 2017, which was only partially offset by increases in the prior year quarter. Partially offsetting that reduction were a $35,000 increase in commission expense related to higher sales in the current yearcommissions of $113,000 and an $18,000 increase in profit sharing expense related toof $28,000 during the improvement in operating profit. Compared to net sales, sellingcurrent year. Selling and administrative expenses declined to 14.6% inas a percentage of net sales for the first quarternine months of 2018 from 15.9% inwas 14.6% compared to 15.4% for the first quarternine months of 2017.

Other Income

Other income in the firstthird quarter of 2018 was $33,501$38,399 compared to $20,683$24,795 in the firstthird quarter of 2017. The increase isOther income for the first three quarters of 2018 was $109,527 compared to $68,000 in the same period of 2017. Other income consists primarily related to an increase inof interest income on certificates of depositdeposit. The increases were primarily due to higher interest rates and greater average invested balances.in the current year compared to the year earlier periods.

Income Tax Expense

The Company’s effective tax rates were approximately20.9% and 32.9% for the third quarter of 2018 and 2017, respectively, and 22.4% and 33.7%32.6% for the first quarter ofnine months ended September 30, 2018 and 2017, respectively. The lower raterates in 2018 isare due to the enactment of the Tax Cuts and Jobs Act in December 2017 that reduced the maximum federal corporate tax rate from 35% to 21% beginning in 2018. The new tax law had thehas resulted in an estimated impact of reducingreduction in income tax expense by $101,000of $168,000 during the first quarter.three quarters of 2018. The 2017 rate wasrates were lower than the U.S. federal statutory rate primarily due to the Domestic Production Activities Deduction allowed under Internal Revenue Code Section 199.

Liquidity and Capital Resources

Working capital as of September 30, 2018 amounted to $17.3 million, as of March 31, 2018, an increase of approximately $0.3 million from the beginning of the current year. The largest individual component of the net increase in working capital in the first quarterthree quarters of 2018 was accounts receivable which increased by $1.4$1.2 million since the beginning of the year due to the greater sales activity during the third quarter compared to the seasonally lower fourth quarter of 2017. Partially offsetting this increase were an increase in accounts payable duringnet change was the first quarter of $0.9 million, related to an increase in operating activity and a reduction in cash and certificates of depositdeposit. Capital expenditures for the first three quarters of $0.52018 were $1.6 million, which was dueprimarily consisted of equipment used in part to the payment of dividends duringproduction activities. Dividends paid in the first quarterthree quarters of $0.5 million.2018 were $0.9 million, including three regular quarterly payments of $0.21 per share and an extra dividend of $0.30 per share paid in the first quarter. The net result of these changes and other cash flow activityitems was to leave cash, cash equivalents and certificates of deposit at $8.5$7.9 million as of March 31,September 30, 2018 compared to $9$9.0 million as ofat the beginning of the year. Management believes that current cash, cash equivalents and operating cash flow will provide adequate working capital for the next twelve months.

Results of Operations Summary

We are pleased to report improvement in bothincreased sales and net income in the firstthird quarter of 2018 and that our near-term outlook remains positive.for the current year to date compared to the year earlier periods. Demand for our fastener segment products remains stable and is supported byhas benefited from a healthy domestic automotive market. We have experiencedmarket and the addition of newnon-automotive customers during the past year. However, significant increases in steel prices, our primary raw material, in recent months that have negatively impacted our gross margins and were the primary factor in reporting lower net income in the third quarter this year. Higher raw material prices remain a concern asand further increases are expected. Since material price increasesexpected in the near-term. Such costs can be difficult to mitigate,recover in some of the markets we serve as certain customers expect prices to be held constant over the multi-year life of their parts. Current year assembly equipment sales have trailed year earlier amounts primarily due to fewer high-dollar orders in the current year rather than an overall decline in demand. As our results continue to be impacted by increases in raw material prices and other costs, we will emphasize cost controls in other areas and strive for greater operating efficiencies in an effortcontinue our efforts to obtain price relief from customers while working to improve operating resultsinternal operational efficiencies as well as pursuing new sales opportunities. Our assembly equipment segment should benefit in the near-term from a machine order backlog that has grown in recent weeks.means of mitigating such costs. We will continue toalso make other adjustments to our activities which we feel are necessary based on changing conditions in our markets, while maintaining an emphasis on quality and reliability of service our customers demand.

Forward-Looking Statementsmarket conditions.

This discussion contains certain “forward-looking statements” which are inherently subject to risks and uncertainties that may cause actual events to differ materially from those discussed herein. Factors which may cause such differences in events include, those disclosed under “Risk Factors” in our Annual Report on Form10-K and in the other filings we make with the United States Securities and Exchange Commission. These factors, include among other things: conditions in the domestic automotive industry, upon which we rely for sales revenue, the intense competition in our markets, the concentration of our sales with a major customer, risks related to export sales, the price and availability of raw materials, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, the loss of the services of our key employees and difficulties in achieving expected cost savings. Many of these factors are beyond our ability to control or predict. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to publish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CHICAGO RIVET & MACHINE CO.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and President, Chief Operating Officer and Treasurer (the Company’s principal financial officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and President, Chief Operating Officer and Treasurer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

(b) Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 6, 2018

Date: November 6, 2018

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